AAA AREA AGENCY ON AGING CONTRACT 24-25.PDF

CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue #1400, Phoenix, Arizona 85012

AND
AREA AGENCY ON AGING
1366 E. Thomas Rd., Suite 108, Phoenix, AZ 85014
1. Contract No: 2. Contract Type: Service
3. Contract Amount: _ $94,494.00 4. Purpose: Immunizations
5. Start Date: October 1, 2024 6. Expiration Date: March 30,2025

This Contract for Services (“Contract”) is entered into by and between Area Agency on Aging, and Maricopa County, by and
through its Department of Public Health referred to as the “County” or “Contractor.” Area Agency on Aging and the County are
collectively referred to as the “Parties” and individually as a “Party.” Contractor, for and in consideration of the covenants and
conditions, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed
by the terms of this Contract, its exhibits, attachments, and appendices, including any subcontracts or Contract as set forth herein
and in:

Section | - General Provisions Section Ill - Compensation

Section II - Scope of Work

This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding
the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as
consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or Area Agency on Aging in any State or
federal Court.

Legal Notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.

Notice to: Area Agency on Aging Phone: 202-872-0888
Address: 1366 E. Thomas Rd., Suite 108, Phoenix, AZ 85014
Attention:_Cindy Saverino

Notice to Department: MCDPH Grants/Contract Unit Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012

IN WITNESS WHEREOF, the Parties enter into this Contract:

AREA AGENCY ON AGING MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature Signature

Name Mary Lyhn Kasunic Name

Title President & CEO Title Chairman, Board of Supervisors
Date 1/23/25 Date

APPROVED AS TO FORM: APPROVED AS TO FORM:

Signature Signature

Date: Date

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SECTION |

GENERAL PROVISIONS

1. EFFECT

To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work
shall control.

2. DEFINITIONS

As used throughout this Contract, the following terms shall have the following meanings:

A.

moo 8

Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.

County means Maricopa County, Arizona.
Department means the Maricopa County Department of Public Health (MCDPH).
Director means the Director of the Department.

Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.

Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by or
for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.

Healthcare Partner a person or health care facility licensed, certified, or otherwise
authorized or permitted by law to administer health care in the ordinary course of
business or practice of a profession. This will include Federally Qualified Healthcare
Centers (FQHC), or FQHC look-alike.

3. GENERAL REQUIREMENTS

A.

The terms of this Contract shall be construed in accordance with Arizona law. Any
lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.

The County shall, without limitation, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this
Contract and:shall provide documentation of any qualifications required under this
Section to Area Agency on Aging upon request.

SECTION | GENERAL PROVISIONS

C. The County is an independent contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of Area Agency on Aging This Contract does not create any
partnership, joint venture or fiduciary relationship between the County and Area
Agency on Aging The County. and its employees, contractors and agents will not
claim or be entitled to any benefits accorded to Area Agency on Aging’s employees,
including without limitation health insurance, worker's compensation, disability
insurance, vacation or sick pay. The County is solely responsible for paying all
ordinary, necessary, and other expenses of its employees, contractors, and agents
in connection with this Contract and all disability, workers’ compensation or other
insurance, as well as any licenses and permits usual or necessary for performing
the Services. The County understands and agrees that it is not an agent of Area
Agency on Aging, and that the County has no authority to enter into contracts or
incur expenses on behalf of Area Agency on Aging, or otherwise bind or make
representations on behalf of Area of Agency on Aging in any way.

4. AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
5. RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES

A. This provision applies to all financial and programmatic records, supporting documents,
statistical records, and other records of the County, which are reasonably considered
as relevant to this Contract.

B. The County shall retain all financial books, records, and other documents relevant to
this Contract for five (5) years after final payment or until after the resolution of any
audit questions, which could take more than five (5) years, whichever is longer. The
County, federal, or state auditors, and any other persons duly authorized by the
County, shall have full access to, and the right to examine, copy, and make use of any
and all such materials.

C. The County shall reimburse Area Agency on Aging for any payments made under this
Contract that are disallowed by a federal, state, or Maricopa County audit in the amount
of the disallowance.

6. ASSIGNMENT / SUBCONTRACTING

No rights, liability, obligations, or duties under this Contract may be assigned, delegated, or

subcontracted by the County or Area Agency on Aging without the prior written approval of

the other Party. Any attempt to assign any portion of this Contract without the written
consent of the other Party shall constitute a breach of this Contract. Any assignment shall
not alter the assigner’s responsibility to assure that all the provisions under this Contract
are fulfilled by its assignee. All terms and conditions in this Contract shall be included in any
assignment.

7. NON-APPROPRIATION OF FUNDS

Notwithstanding any other provision, this Contract may be terminated without liability
if the Maricopa County Board of Supervisors does not appropriate sufficient monies
for the purpose of maintaining this Contract.

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SECTION |

GENERAL PROVISIONS

10.

TERMINATION

A.

The County or Area Agency on Aging may terminate this Contract at any time with
at least thirty (30) days prior written notice to the other Party. Such notice shall be
given by electronic notice, personal delivery or by Registered or Certified Mail,
postage prepaid and return receipt requested.

This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.

Area Agency on Aging has the right to terminate this Contract immediately by giving
the County written notice if Area Agency on Aging determines that the performance
by either party of any term, covenant, condition or provision of this Contract shall
jeopardize Area Agency on Aging’s: (i) licensure, (ii) participation in Medi-
Cal/Medicaid, Medicare, or other government or commercial health care
reimbursement or payor programs, (iii) full accreditation by The Joint Commission,
or any other state or nationally recognized accreditation organization, (iv) tax-
exempt status, or (v) bond financing.

If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.

If either Party defaults under this Contract and the default continues for more than
ten (10) days after the effective date of the other Party’s written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract. Upon a
breach, the aggrieved Party may exercise any remedy available under the law,
including the termination of this Contract. If more than one activity is funded by this
Contract the County may terminate any part of the Scope of Work obligations without
impairing the remaining obligations.

This contract is subject to cancellation pursuant to A.R.S. § 38-511.

If Area Agency on Aging terminates this Contract prior to the expiration date, Area
Agency on Aging will remain responsible for payment to County for all work and
services performed through the date of termination and for reimbursement to County
of all non-cancellable commitments incurred in the performance of the work or
services, not to exceed the Contract Amount set forth on the Cover Page.

SEVERABILITY

Any provision of this Contract that is determined by a court of proper jurisdiction to be
invalid, void, or illegal shall not affect, impair, or invalidate any other provision, and
the remaining provisions shall remain in full force and effect.

STRICT COMPLIANCE

The waiver of a breach may only be made by a writing signed by the waiving Party and will
not constitute a waiver of any other or subsequent breach to affect in any way the
effectiveness or enforceability of the provision in question.

SECTION | GENERAL PROVISIONS

11.

12.

13.

14.

15.

FORCE MAJEURE

Neither Party shall be liable for failure of performance, nor incur any liability to the other
Party on account of any loss or damage resulting from any delay or failure to perform all or
any part of this Contract if such delay or failure is caused by events, occurrences, or causes
beyond the reasonable control and without negligence of the Parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, pandemic, epidemic, interruption or
failure of electricity or telecommunication service.

COVENANT AGAINST CONTINGENT FEES

Each Party warrants that it has not utilized any person or agency to solicit or secure this
Contract for a commission or contingent fee. Either Party may terminate this Contract
without liability for breach of this warranty.

SAFEGUARDING CLIENT INFORMATION

Each Party shall safeguard all protected health information as required under the Health
Insurance Portability and Accountability Act.

RIGHTS IN PROPERTY AND DATA

Subject to applicable state and federal laws, rules, and regulations, all tangible materials
purchased or acquired by either Party in performance of this Contract shall remain the
property of the Party in possession when the Contract terminates.

Subject to applicable state and federal laws, rules, and regulations, the County shall have
full and complete ownership rights to and the right to reproduce, duplicate, adapt, distribute,
display, disclose and otherwise use all written and electronic information, recordings,
reports, findings, research information, abstracts, results, software, data, discoveries,
inventions, procedures and processes of services developed by the County and any other
intangible materials created, prepared or received by the County and its subcontractors in
performance of this Contract. Area Agency on Aging shall have full, complete, perpetual,
irrevocable and non-transferable rights to reproduce, duplicate, adapt, make derivative
works, distribute, display, disclose, publish, and otherwise use all intangible material solely
for non-profit purposes. Area Agency on Aging’s right to use the intangible materials
includes the right to use the intangible materials in connection with its internal, non-profit
research and educational activities, the right to present at academic or professional
meetings or symposia and the right to publish in journals, theses, dissertations or otherwise
while providing proper attribution to the County's role in the material development. Within
materials developed under this Agreement, Area Agency on Aging will retain ownership of
Area Agency on Aging data provided to the County as well as ownership of customizations
made by Area Agency on Aging to the materials.

NON-DISCRIMINATION

The Parties, in connection with any service or other activity under this Contract, shall not in
any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts inuring to the benefit of the County or Area Agency on Aging.

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SECTION | GENERAL PROVISIONS

16.

17.

18.

19.

EQUAL EMPLOYMENT OPPORTUNITY

The Parties shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related to
pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Parties shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. Such
action shall include, but is not limited to, the following: employment, upgrading, demotion
or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Parties shall, to the extent such provisions ‘apply, comply with Titles VI and VII of the Civil
Rights Act of 1964, as arnended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of
1973, as amended (29 U.S.C. §§ 701, ef seq.); the Age Discrimination in Employment Act
of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act
of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended
by Executive Order 2023-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).

RIGHT TO EXTEND CONTRACT

The Contract may be extended by mutual written and signed agreement of the Parties for
additional terms up to one-year each. The Scope of Work and costs will be subject to
renegotiation for each extension.

DISPUTES - MEDIATION/ARBITRATION

In the event that any dispute arises out of this Contract the Parties shall meet and confer in an
effort to resolve ‘the dispute. In the event that such efforts to resolve the dispute are
unsuccessful, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-
1518(A). :. ye, . .

CHANGES

A. The Director may, at any time, by written order, make changes within the scope of
this Contract in any one or more of the following areas:

1). Work Statement activities reflecting changes in the scope of services
Funding Source, or County regulations, policies or requirements.

2). Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats required by funding source, or
County regulations, policies, or requirements.

3). Contractor reimbursement schedules and program budgets

B. The Director shall not increase or decrease the maximum reimbursable amount to
be paid the Contractor without an official amendment to this Contract. Additionally,
the Director shall not direct substantive changes in services to be rendered by the
Contractor.

SECTION | i GENERAL PROVISIONS

20.

21.

22.

C. Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes Clause and shall be administered
accordingly. .

ISRAEL BOYCOTT ©

By submitting this Contract, the Contractor certifies that they are in compliance with A.R.S.
§ 35-393.01.

WRITTEN CERTIFICATION PURSUANT TO ALR,S. § 35-394,

Contractor warrants and certifies that it does not currently, and agrees for the duration of the
Contract, that it will not use:

1) The forced labor of ethnic Uyghurs in the People's Republic of China.

2) Any goods or services produced by the forced labor of ethnic Uyghurs in the
People's Republic of China.

3) Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China. If Contractor becomes aware during the term of this
Agreement that the Contractor is not in compliance with this paragraph,
Contractor shall notify the County within five business days after becoming aware
of the noncompliance. If Contractor fails to provide a written certification that the
noncompliance remedied within 180 days after notifying the County of its
noncompliance, the Contract terminates, except that if the Contract termination
date occurs before the end of the 180-day period, the Contract terminates on the
termination date.

ADVERTISEMENTS

Except as specifically permitted in this Contract, each Party shall not use the names or
trademarks of the other Party, or any affiliated entities, in any advertising, publicity,
endorsement, or promotion unless the Party has provided prior written consent for the
particular use contemplated. The terms of this section survive the termination, expiration, non-
renewal, or rescission of this Contract.

Area Agency on Aging contacted Maricopa County Public Health about partnering with
them to provide clinics throughout the Valley for the purpose of administrating 2,000
vaccinations to adults aged 60 and older.

SECTION II SCOPE OF WORK

1.

4)

DEFINITIONS:
A. MCDPH refers to Maricopa County Department of Public Health.
BACKGROUND;

The Area Agency on Aging was awarded a grant from US Aging to administer Influenza,
COVID-19 and Shingle vaccinations to adults aged 60 and older.

SERVICE GOALS;

Area Agency on Aging contacted Maricopa County Public Health about partnering with
them to provide clinics throughout the Valley to administer 2,000 vaccinations.

SERVICE OBJECTIVES/ACTIVITIES:
The Area Agency on Aging (Party) wishes to partner with Maricopa County Department
of Public Health (County) to provide vaccines to older adults aged 60 years and older.

The focus will be on Influenza, COVID-19, and Shingles vaccines. Vaccine will be
available at scheduled County adult immunization clinic locations.

OTHER REQUIREMENTS

The Contractor agrees to the perform the following duties to fulfill its obligation under this
Contract:

A. Provide direction relating to policy, information, and procedural requirements.

B. Coordinate with County the administration of Influenza, COVID-19, and Shingles
vaccinations throughout the term of this Contract.

C. Refer the client(s) in need of vaccinations to County clinics.
D. Attend clinics to assist with client survey completion.
E. Be responsible for its own negligence and liability.

The County agrees to the perform the following duties to fulfill its obligation under this
Contract:

A. Conduct vaccinations clinics and administer Influenza, COVID-19, and Shingles
vaccines to adults 60 - 64 years of age.

B. Work with pharmacy partners to administer Influenza, COVID-19, and Shingles
vaccines to Medicare eligible adults 65 years of age and older.

C. Administer a survey for eligible clients 60 years of age and older who receives an
Influenza, COVID-19, or Shingles vaccine.

D. Be responsible for its own negligence and liability.

SECTION III

COMPENSATION

1. COMPENSATION

A.

Subject to the availability of funds, the Contractor shall pay the County for the
services described herein for a sum not to exceed the contract budget amount
listed on Attachment A: Itemiz: rice B f this contract.

The Contractor shall pay the County $3,500 per community-based immunization
clinic vaccination clinic. Clinics may be located at, but not limited to, senior
centers, community centers, housing units, and churches.

2. METHOD OF PAYMENT

A. County shall submit monthly invoices by the 15'" of each month.

B. Contractor shall send payment to the Contractor 30-60 days after receipt of the

monthly invoice. The County shall not-exceed $94,494.00 over the contract term.

3. SCHEDULE OF DELIVERABLES AND PAYMENT SCHEDULE

A.

B.

Cc.
wri

County must administer vaccinations to no less than 2000 clients.

County shall submit monthly reports to Contractor that includes number of clients,
clients age, number of vaccinations administered for COVID-19, Influenza, and
Shingles and the number of clients referred to pharmacy partners.

This Contract can be terminated by either party at any time with 30 days
itten notice.

4. METHOD OF PAYMENT

A.

County shall submit a payment request. This payment request must contain the
following:

* Signature authorizing the request
* Invoice number

* Description

* Amount

* Date

The County must maintain and have available upon request supporting documents
for each monthly reimbursement request, including invoices of costs incurred and
expenditure reports.

The Contractor will, within 30 days from the date of receipt of documents
enumerated herein, process and remit to the County payment up to the maximum
total allowable for services provided. Should the Contractor make a disallowance
in the claim, the claim shall be processed for the reduced amount. If the County
protests the amount or the reason for a disallowance, the protest shall be
construed as a dispute concerning a question of fact within the meaning of the
"Disputes" clause of this Contract.

The County shall submit invoices to:

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SECTION III

COMPENSATION

Cindy Saverino

1366 E. Thomas Road
Suite #108

Phoenix, AZ 85014

Email: cindy.saverino@aaaphx.org

5. NOTICE

Any notice given under this Contract shall be sent to the attention of the following:

Maricopa County of Department of Public
Health

Attn: Machrina Leach

4041 N. Central Ave., Suite 1400
Phoenix, AZ 85012

Area Agency on Aging

Attn: Cindy Saverino

1366 E. Thomas Rd., Suite #108
Phoenix, AZ 85014

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